Signing the conditional agreement for the sale of shares in Rotopino.pl .S.A. between TIM S.A. and OPONEO.PL S.A. companies

Report no: 26/2020

Date: 2020-11-27

Short name of issuer: OPONEO.PL S.A.

Legal base: Article 17(1) of MAR - confidential information

The Management Board of OPONEO.PL S.A. with its registered office in Bydgoszcz informs that on 26 November 2020 the conditional agreement for sale of shares in Rotopino.pl .S.A. with its registered office in Bydgoszcz (hereinafter referred to as: the Agreement) was signed between the companies:

- TIM S.A. with its registered office in Wrocław and
- OPONEO.PL S.A. with its registered office in Bydgoszcz.

The agreement assumes the sale by TIM S.A. to OPONEO.PL S.A. of 10,000,000 (in words: ten million) bearer shares in the share capital of Rotopino.pl S.A. with the nominal value of PLN 0.10 (say: ten grosz) per share, with the total nominal value of PLN 1,000,000.00 (in words: one million zlotys), which represent 100% of the share capital of Rotopino.pl, for the price of PLN 35,000,000.00 PLN (in words: thirty five million zlotys). The condition for the execution of the agreement and the acquisition of shares by OPONEO.PL S.A. is the requirement to obtain unconditional and final consent of the UOKiK President to the concentration. The agreement transferring the ownership of shares in Rotopino.pl S.A. shall be concluded between the companies within 10 (ten) business days from the date of fulfilment of the aforementioned condition precedent, whereas the maximum deadline for its fulfilment has been determined on 31 March 2021.

OPONEO.PL Group, with its registered office in Bydgoszcz, is a leader in online tyre sales in Poland, operating in thirteen countries of Europe. Its consolidated annual revenue for 2019 reached PLN 962 million. The company has been listed on the WSE since 2007. The planned transaction of the purchase of shares in Rotopino.pl S.A. is a part of OPONEO.PL S.A. strategy aimed at diversifying its business by introducing new e-commerce projects.

Rotopino.pl S.A. with the registered office in Bydgoszcz is a company operating on the domestic and foreign market, the basic activity of which is online sale of tools and power tools. The company owns over a more than ten online shops, including narzedzia.pl and rotopino.pl. The dynamic development of the company over recent years has enabled it to take a leading position on the domestic market. In 2019, the company generated the revenue at a level of PLN 65.5 million.